The Voluntary Nominating Committee and Succession Planning
We established a voluntary Nominating Committee in 2021 as an advisory body to the Board of Directors for objective, independent decision-making on director nominations and plans for developing next-generation executive candidates. The committee is made up of a majority of outside directors and frankly communicates its objective opinions on candidate selection and training to the management.
Our succession planning program seeks to continually cultivate talent who can help lead our sustainable growth worldwide. Candidates for representative director and other executive positions are provided with general management training tailored to their future duties, and with opportunities to participate in important meetings, including the Top Management Meeting and the Executive Officers’ Meeting.
The Nominating Committee receives reports on the progress of development of candidates, and expresses opinions on succession planning to the Board of Directors.
The voluntary Nominating Committee established in 2021 discussed the selection of next-generation executive candidates and how to train them, and then developed and launched a succession plan for cultivating tomorrow’s executive leadership.
In its second year, FY2023, the committee carried out a training program for people selected as next-generation executive candidates. The training included activities such as external seminars, one-on-one action learning sessions with outside directors, and lectures on specialized topics. The candidates were also given opportunities to attend sessions of the Top Management Meeting and the Board of Directors’ Meeting to directly experience actual management issues and come into close contact with executive officers and directors.
In its third meeting of FY2023, the committee discussed and reported the selection of director candidates for the next fiscal year from among the next-generation executive candidates.
The Voluntary Remuneration Committee
As was indicated by the results of the survey on the effectiveness of the Board of Directors and by other observations, there were issues in the design of our system of remuneration for directors, and a need to establish a Remuneration Committee. We launched a voluntary Remuneration Committee with a majority of outside directors on October 1, 2022 as a body for reviewing and deliberating on the director remuneration system.
Since then, the committee has been examining remuneration system proposals. Through this committee, we are working to increase objectivity and transparency in not only next-generation executive training and selection, but also the remuneration decision-making process.
In FY2023, the committee reviewed and discussed our officer remuneration system with the input of outside experts. Using the insights gained, the committee developed a new grand design for remuneration.
Proactive Engagement by Outside Directors
Outside directors play a professional and independent role in various ways. At the Board of Directors, they express candid opinions based on their high level of expertise and management experience, and participate in the discussion from an independent standpoint. They are also actively involved in the growth of the Company’s business, including the holding of individual sessions with a responsible department or departments concerning a business issue or subject, and lectures and interviews in the curriculum for next-generation training.
With the objective of enhancing communication among outside directors’ exchange session have been held since FY2019. In FY2022, outside directors deepened examination of medium- to long-term strategic policies of the IDEC Group through active discussions and exchange of views.
■Outside Director Activities